The UNIDROIT Guide offers a comprehensive examination of the whole life of master franchise arrangements, from the negotiation and drafting of the master franchise agreement and other associated agreements, to the end of the relationship and its effects. It deals principally with the positions of the parties directly involved, i.e. the franchisor and the sub-franchisor, but, in instances where it is considered to be of particular importance, the positions of others affected, such as sub-franchisees, are covered.

CHAPTER 2 NATURE AND EXTENT OF RIGHTS GRANTED AND RELATIONSHIP OF THE PARTIESA. What is GrantedB. How the Licensed Assets May be Used

C. Where the Rights May be Employed

D. Exclusivity v. Non-Exclusivity

E. The Three-Tiered Structure of Master Franchise Arrangements

F. Direct Contractual Relations

CHAPTER 3 TERM OF THE AGREEMENT AND CONDITIONS OF RENEWALA. Length of the Term of the AgreementB. Conditions of Renewal

C. Negotiations for Renewal of the Agreement

CHAPTER 4 FINANCIAL MATTERSA. What Provides Income?B. The Sources of Income of the Franchisor

C. The Sources of Income available to Sub-Franchisors

D. Calculation of Payments and Procedures

E. Fiscal Considerations

CHAPTER 5 THE ROLE OF THE FRANCHISORA. Obligation to Provide InformationB. Training

C. Manuals

D. Assistance and Other Services

E. Other Obligations of the Franchisor

F. Rights of the Franchisor

CHAPTER 6 THE ROLE OF THE SUB-FRANCHISORA. Pilot OperationsB. Development Schedule

C. Renewal of Development Schedules

D. Operational Obligations

E. Language Issues

CHAPTER 7 THE SUB-FRANCHISE AGREEMENTA. First Option: Compliance with the Stipulations of a Prescribed Standard Form ContractB. Second Option: Prescription of a Specific Structure including some Mandatory Provisions

C. Compliance of the Sub-Franchise Agreement with the Laws of the Host Country

D. Enforcement of the Sub-Franchise Agreement

E. Communication with and System Improvements by Sub-Franchisees

F. Choice of Forum and Choice of Law

CHAPTER 8 ADVERTISING AND THE CONTROL OF ADVERTISINGA. Approval and Use of Advertising MaterialsB. Translations

CHAPTER 15 REMEDIES FOR NON-PERFORMANCEA. Remedies short of TerminationB. Termination

CHAPTER 16 THE END OF THE RELATIONSHIP AND ITS CONSEQUENCESA. Ways in which the Master Franchise Relationship may come or be brought to an EndB. Consequences of the Master Franchise Relationship coming to an End

CHAPTER 17 APPLICABLE LAW AND DISPUTE RESOLUTIONA. The Desirability of Making a ChoiceB. Applicable Law